power or proxy holders

[Guest pfi]

Assume a party holds a directed proxy to vote "yes" on Agenda item #3.  (1) Does the proxy holder have any authority to vote on a motion to amend Agenda item #3? ; (2) If the proxy holder cannot vote on the motion to amend, is the voter represented by the proxy still counted as present for quorum purposes? 

[Rob Elsman]

The possession and exercise of a proxy is a matter of relevant law. An attorney who is familiar with the relevant law can assist you.

As a matter of the common parliamentary law, the use of a proxy violates a fundamental principle of parliamentary law that voting is limited to members who are actually present in the meeting room or area.

[Gary Novosielski]

RONR has little to say on the operation of proxies, beyond prohibiting them to the fullest extent allowed by law.

So any rules regarding their use must either be your own, or those established in whatever corporate code or other regulations apply to organizations like yours.

 

[Josh Martin]

On 9/6/2023 at 9:12 AM, Guest pfi said:

Assume a party holds a directed proxy to vote "yes" on Agenda item #3.  (1) Does the proxy holder have any authority to vote on a motion to amend Agenda item #3? ; (2) If the proxy holder cannot vote on the motion to amend, is the voter represented by the proxy still counted as present for quorum purposes? 

"A “proxy” is a means by which a member who expects to be absent from a meeting authorizes someone else to act in his or her place at the meeting. Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state, or other laws applicable to the society require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly. As a consequence, the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use. [RONR (12th ed.) 45:70–71.]" FAQ #10, emphasis added